EXHIBIT 10.1
As of June 1, 1996
Edward D. Horowitz
105 Lawrence Drive
Short Hills, New Jersey 07078
Dear Mr. Horowitz:
Reference is made to that certain employment agreement between you and Viacom
Inc. ("Viacom"), dated as of July 1, 1994 (the "Employment Agreement"). All
defined terms used without definitions shall have the meanings provided in the
Employment Agreement.
This letter, when fully executed below, shall amend your Employment Agreement as
follows:
1. Term. Paragraph 1 shall be amended to change the date
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representing the end of the Employment Term in the first and
second sentences from "June 30, 1997" to "December 31, 2000".
2. Duties. Paragraph 2 shall be amended to change the second
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sentence to read as follows:
"You will be Senior Vice President, Technology of Viacom and
Chairman, Chief Executive Officer, Viacom Interactive Media and
you agree to perform such duties, and such other duties
reasonable and consistent with such office as may be assigned to
you from time to time by the Chief Executive Officer of Viacom
(the "CEO") or such other individual as may be designated by the
CEO provided that such individual reports directly to the CEO."
3. Compensation / Salary. Paragraph 3(a) shall be amended to add the
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following sentence at the end thereof:
"Your Salary will thereafter be increased by Fifty Thousand
Dollars ($50,000) on each July 1 during the Employment Term,
commencing July 1, 1997."
Edward D. Horowitz
As of June 1, 1996
Page 2
4. Compensation / Bonus Compensation. Paragraph 3(b)(ii) shall be
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amended to delete the words "which may be prorated for any
partial calendar year during the Employment Term".
5. Exclusive Employment, Confidential Information, Etc. /
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Non-Competition. Paragraph 6(a) shall be amended to read in its
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entirety as follows:
"You agree that your employment hereunder is on an exclusive
basis, and that during the shorter of (x) the Employment Term and
(y) one (1) year after the termination of your employment
pursuant to paragraph 8(b) or 8(c) hereof or eighteen (18) months
after the termination of your employment pursuant to paragraph
8(a) hereof (the "Non-Compete Period"), you will not engage in
any other business activity which is in conflict with your duties
and obligations hereunder. You agree that during the Non-Compete
Period you shall not directly or indirectly engage in or
participate as an officer, employee, director, agent of or
consultant for any business directly competitive with that of
Viacom, nor shall you make any investments in any company or
business competing with Viacom; provided, however, that nothing
herein shall prevent you from investing as less than a one (1%)
percent shareholder in the securities of any company listed on a
national securities exchange or quoted on an automated quotation
system."
6. Incapacity. Paragraph 7 shall be amended to read in its entirety
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as follows:
"In the event you become totally medically disabled and cannot
substantially perform your duties at any time during the
Employment Term, the CEO, at any time after such disability has
continued for 30 consecutive days, may determine that Viacom
requires such duties and responsibilities be performed by another
executive. In the event you become disabled, you will first
receive benefits under Viacom's short-term disability program for
the first 26 weeks of consecutive absence. Thereafter, you will
be eligible to receive benefits under Viacom's Long-Term
Disability ("LTD") program in accordance with its terms. Upon
receipt of benefits under the LTD program, you will also be
entitled to receive a pro-rated Target Bonus for the calendar
year in which such benefits commence."
Edward D. Horowitz
As of June 1, 1996
Page 3
7. Termination / Termination for Cause. Paragraph 8(a) shall be
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amended to replace the word "dishonesty" in the second sentence
with the following:
"embezzlement, fraud or other conduct which would constitute a
felony".
8. Termination / Good Reason Termination. Paragraph 8(b) shall be
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amended to replace the phrase "the breach by Viacom of any of its
material obligations hereunder" in the third sentence with the
following:
"the material breach by Viacom of its material obligations
hereunder".
9. New York Law, Etc. Paragraph 14 shall be amended to add the
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following sentence at the end thereof:
"Any action to enforce this Agreement shall be brought in the
state or federal courts located in the City of New York".
Except as herein amended, all other terms and conditions of the Employment
Agreement shall remain the same and the Employment Agreement as herein amended,
shall remain in full force and effect.
Edward D. Horowitz
As of June 1, 1996
Page 4
If the foregoing correctly sets forth our understanding, please sign one copy of
this letter and return it to the undersigned, whereupon this letter shall
constitute a binding amendment to your Employment Agreement.
Very truly yours,
VIACOM INC.
By: /s/ William A. Roskin
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Name: William A. Roskin
Title: Senior Vice President,
Human Resources and
Administration
ACCEPTED AND AGREED:
/s/ Edward D. Horowitz
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Edward D. Horowitz